The $20 million, R-rated Bad Teacher, meanwhile, which only screened in 2-D, came away with $31 million.

Not bad for a non-sequel, not-based-on-anything movie that wasn't animated by Pixar.

Overall, Cars 2 ruled. It grossed $68 million domestically, including 3-D business, and $110.9 million worldwide.

The CGI family flick, which generated the first universally bad reviews for a Pixar effort (but earned an A-minus grade from opening-weekend audiences), ended up out-opening all but four of the studio's previous acclaimed releases.

As for Bad Teacher, it outdid projections, and came away with the second-biggest comedy opening of the year behind The Hangover Part II.

Elsewhere, in their second weekends, Jim Carrey's Mr. Popper's Penguins showed way better legs than Ryan Reynolds' Green Lantern, although the latter still earned more money.

Kung Fu Panda 2 lost its edge, and its theaters, no doubt, to Cars 2, and dropped from the Top 10 after a disappointing four-weekend stay. All told, the sequel, which critics loved, by the way, has banked $153 million domestically. During the same point in its run, the original Kung Fu Panda had grossed $193 million.

Another Top 10 evictee, Judy Moody and the Not Bummer Summer, cemented its status as a minor bomb. After three weekends, the $20 million tween comedy has grossed just $13.4 million domestically.

In limited release, the new Conan O'Brien documentary, Conan O'Brien Can't Stop, put up cable-esque numbers, and not very good ones at that: the film averaged $3,750 at each of its 28 screens. Chris Weitz's immigrant drama, A Better Life, showed more muscle, averaging $15,000 at its four locations.

Here's a complete look at the top-grossing films, per Friday-Sunday estimates as compiled by Exhibitor Relations: